FORM OF AGREEMENT AND PLAN OF MERGER
Exhibit 2.1
FORM OF
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of , 2010 and
effective as of the Effective Time (as defined below), pursuant to Section 18-209 of the Delaware
Limited Liability Company Act (the “Act”) is made and entered into by and among Oasis Petroleum
LLC, a Delaware limited liability company (“Oasis LLC”), OAS Holding Company LLC, a Delaware
limited liability company (“Oasis Holdings”), and OAS Mergerco LLC, a Delaware limited liability
company (“Merger LLC”, and together with Oasis LLC and Oasis Holdings, the “Parties”).
RECITALS
WHEREAS, pursuant to the terms of the Limited Liability Company Agreement of Oasis Holdings
dated as of February 26, 2010 (the “New Holdings Agreement”), the various parties to the New
Holdings Agreement agreed that the transactions and actions being consummated by the terms of this
Agreement were transactions that the parties were obligated to consummate subsequent to the
formation of Oasis Holdings and, as a consequence, this Agreement is in furtherance of the terms
and obligations of the parties under the New Holdings Agreement;
WHEREAS, the Board of Managers of Oasis LLC, pursuant to the Liability Company Agreement of
Oasis LLC dated March 5, 2007, as amended by Amendment No. 1 to Limited Liability Company Agreement
effective November 1, 2007, as further amended by Amendment to Amendment No. 1 to Limited Liability
Company Agreement dated June 24, 2008, as further amended by Amendment No. 2 to Limited Liability
Company Agreement dated December 1, 2009 (as amended, the “Oasis LLC Agreement”), have adopted by
unanimous written consent, resolutions recommending and approving the Merger (as defined below)
upon the terms and conditions hereinafter set forth;
WHEREAS, Oasis Holdings, as the sole member of Merger LLC, has adopted, by its unanimous
written consent, resolutions recommending and approving the Merger upon the terms and conditions
hereinafter set;
WHEREAS, the Parties desire to enter into this Agreement to set forth the terms and conditions
upon which the Merger shall take place; and
WHEREAS, Oasis Holdings shall issue interests to the members of Oasis LLC (other than Oasis
Holdings) in connection with the Merger described herein and has entered into this Agreement to
acknowledge its obligations herein;
NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements
herein contained, and for the purpose of prescribing the terms and conditions of the Merger and the
mode of carrying the same into effect, the Parties hereby covenant and agree as follows:
AGREEMENTS
1. Effective Time. The Merger shall become effective upon the filing of a Certificate
of Merger, in substantially the form of the Certificate of Merger attached hereto as Annex
A, with the Secretary of State of the State of Delaware, or at such later date specified in
such Certificate of Merger (such time being referred to herein as the “Effective Time”).
2. Name; Type of Entity; Jurisdiction. The name, type of entity and jurisdiction of
formation of the parties to the Merger are as follows:
| Name of Entity | Type of Entity | Jurisdiction of Formation | ||
Oasis Petroleum LLC
|
limited liability company | Delaware | ||
OAS Mergerco LLC
|
limited liability company | Delaware |
3. Merger. In accordance with Section 18-209 of the Act and subject to and upon the
terms and conditions of this Agreement, Merger LLC shall, at the Effective Time, be merged with and
into Oasis LLC, the separate organizational existence of Merger LLC shall cease and Oasis LLC shall
continue as the surviving entity (the “Merger”). Oasis LLC, as the entity surviving the Merger
(the “Surviving Entity”), shall continue its existence as a limited liability company under the
laws of the State of Delaware and operate under a new amended and restated limited liability
company agreement to be effective as of the Effective Time, the form of which is attached hereto as
Annex B.
4. Conversion of Ownership Interests. At the Effective Time, by virtue of the Merger,
all of the interests in Oasis LLC issued and outstanding immediately prior to the Effective Time
(other than those owned by Oasis Holdings) shall be converted into interests in Oasis Holdings, as
set forth on Schedule I, so that, after giving effect to such conversion, (i) Oasis
Holdings is the sole holder of all of the issued and outstanding interests in Oasis LLC and
therefore the sole member thereof and (ii) the holders of interests in Oasis LLC issued and
outstanding immediately prior to the Effective Time (other than those owned by Oasis Holdings)
shall constitute the members of Oasis Holdings as set forth on Schedule I.
5. Oasis Holdings Signature to this Agreement. Oasis Holdings is a signatory hereto
solely for the purposes of agreeing to (i) issue the interests described in Section 4
above, (ii) admit the holders of such interests as members and (iii) amend and restate its Limited
Liability Company Agreement, dated February 26, 2010 (the “Original Holdings Agreement”), as
described in Section 6 below.
6. Constituent Documents of the Surviving Entity. At the Effective Time, upon the
Merger becoming effective, Oasis LLC’s certificate of formation, as existing and constituted
immediately prior to the Effective Time of the Merger, shall be and constitute the certificate of
formation of the Surviving Entity until amended in the manner provided by law, and the New Holdings
Agreement shall become effective in accordance with its terms, be deemed to amend
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and restate the Original Holdings Agreement in its entirety and thereafter continue as the
effective limited liability agreement of Oasis Holdings until thereafter amended.
7. Amendment. At any time prior to the Effective Time, this Agreement may, to the
extent permitted by the Act, be supplemented, amended or modified by the mutual consent of Oasis
Holdings, on its own behalf and as the sole member of Merger LLC and Oasis LLC.
8. Counterparts. This Agreement may be executed in one or more counterparts, each of
which when executed shall be deemed to be an original but all of which shall constitute one and the
same agreement.
9. Governing Law. This Agreement shall be governed by and construed and enforced
under the laws of the State of Delaware.
10. Entire Agreement; No Third Party Beneficiaries. This Agreement (including the
Annexes and Schedules hereto and the documents and instruments referred to herein) constitutes the
entire agreement and supersedes all prior agreements and understandings, both written and oral,
among the Parties with respect to the subject matter hereof, and is not intended to confer upon any
person other than the Parties any rights or remedies hereunder..
11. Assignment. Neither this Agreement nor any of the rights, interests or
obligations hereunder shall be assigned by any of the Parties without the prior written consent of
the other Parties. Subject to the preceding sentence, this Agreement will be binding upon, inure
to the benefit of, and be enforceable by, the Parties and their respective successors and assigns.
12. Severability. If any provision of this Agreement is held invalid or unenforceable
by any court of competent jurisdiction, the other provisions of this Agreement shall remain in full
force and effect. The parties further agree that if any provision contained herein is, to any
extent, held invalid or unenforceable in any respect under the laws governing this Agreement, they
shall take any actions necessary to render the remaining provisions of this Agreement valid and
enforceable to the fullest extent permitted by law and, to the extent necessary, shall amend or
otherwise modify this Agreement to replace any provision contained herein that is held invalid or
unenforceable with a valid and enforceable provision giving effect to the intent of the parties to
the greatest extent legally permissible.
[Signature page follows.]
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IN WITNESS WHEREOF, Oasis LLC and Merger LLC have caused this Agreement to be executed as of
the date first written above.
| SURVIVING ENTITY: | OASIS PETROLEUM LLC | |||||
| By: Name: Title: |
President and Chief Executive Officer |
|||||
| MERGING ENTITY: | OAS MERGERCO LLC | |||||
| By: | OAS HOLDING COMPANY LLC, its sole member |
|||||
| By: Name: Title: |
President and Chief Executive Officer |
|||||
AGREED TO AND ACKNOWLEDGED BY:
OAS HOLDING COMPANY LLC
By: Name: |
|
|||
Title:
|
President and Chief Executive Officer |
Signature Page
ANNEX A
Agreement and Plan of Merger
ANNEX A
ANNEX A
ANNEX B
Agreement and Plan of Merger
Annex B
Annex B
SCHEDULE I
Agreement and Plan of Merger
SCHEDULE I
SCHEDULE I
